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Sec. 1.The name of this organization shall be the SOUTHWEST DRYCLEANERS ASSOCIATION, INC.

ARTICLE II

Purpose

The purpose for which it is formed is for the advancement of the interest and general welfare of the association members; the education of the general public with regard to the benefits conferred by the utilization of the textile maintenance industry; to gather, analyze, disseminate accurate and reliable data in connection to the textile maintenance industry and its relationship to the general welfare of the consumers.

ARTICLE III

Membership

Sec. 1.Any firm, individual or corporation engaged in the laundry or dry cleaning industry shall be eligible for membership.Associate voting membership may be extended to allied industries and past presidents.

Sec. 2.The Board of Directors shall make rules pertaining to the application, selection and eligibility of members.

ARTICLE IV

Fees and Dues

Sec. 1.It shall be the duty of the Board of Directors to establish such rates of annual dues, as it deems desirable and necessary.

ARTICLE V

Meetings

Sec. 1.The regular annual meetings of this organization shall be held in such places and upon dates as may be fixed by the Directors.

Sec. 2.Special membership meetings may be called at any time by the Board of Directors.Notice of such meetings shall be given to the membership by direct mail or electronic means at least ten (10) days in advance.

Sec. 3.A member in good standing present at any membership meeting of this Association shall be entitled to one vote.

Sec. 4.All deliberations of the Association shall be according to Roberts’ Rules of Order, Revised, insofar as they do not conflict with any provisions of the charter and Bylaws of this Association.

Sec. 5.Fifteen (15) Members in attendance and in good standing shall constitute a quorum for the transaction of business at a membership meeting.

ARTICLE VI

Executive Committee

Sec. 1.The Executive Committee of this Association shall include a President, First Vice-President, Second Vice-President, Treasurer, Sergeant at Arms and Chairman of the Board.These officers shall serve for a term of one year or until their successors are duly elected and qualified.The Executive Director shall serve as an Ex-Officio Member.

Sec. 2.During the intervals between meetings of the Board of Directors, the Executive Committee shall have those powers as shall be delegated to it by the Board of Directors.

Sec. 3.It shall be the duty of the President to preside at meetings of the membership, Board of Directors and Executive Committee.He shall appoint all committees, to be ratified by the Board of Directors, except those whose appointment is provided for in these Bylaws.The President shall be a member ex-officio of all committees, except the Nominating Committee.

The President shall perform such other duties as is customary for such an officer.He shall continue to serve as a member of the Board of Directors and the Executive Committee during the term of his immediate successor.

Sec. 4.It shall be the duty of the First Vice-President (and the Second Vice-President in his absence) to perform all duties of the President during the absence of the President.Both Vice-Presidents shall serve as members of the Executive Committee during their term of office.

Sec. 5.The Executive Director shall be the chief executive of the Association and be responsible for all management functions.He shall direct all activities of the Association contracted by the Board of Directors and shall be responsible to the Board.His duties include but are not limited to hiring the necessary staff to perform the work of the Association, terminating them, setting their compensation within the approved budget, establishing their job titles and duties, supervising their performance and delegating management responsibilities to them as shall be in the interest of the Association.He shall complete an accurate record of all meetings of the Board of Directors and Executive Committee.He is expected to recommend plans of work, arrange programs and conduct the routine business of the Association.He shall see that all instructions and policies of the Board of Directors and Executive Committee are carried out within the confines of the contracted scope of work.

Sec. 6.The Sergeant at Arms shall be responsible for the orderly behavior of the members and shall enforce the orders of the President.

ARTICLE VII

Board of Directors

Sec. 1.The Board of Directors shall consist of not less than three (3) nor more than fifty-seven (57) active members.

Sec. 2.Approximately one third of the total number of directors shall be elected at each annual meeting of the Association to serve a term of three years, or until their successors are duly elected and qualified.If the retiring President’s term as a Director expires with his term as President, he shall continue as a Director for another year.

Sec. 3.The corporate powers pertaining to the business properties and activities of this Association shall be exercised and controlled by the Board of Directors.In addition to these powers, the Board of Directors has the authority and duty to:

a.Supervise the affairs of the Association and take such action as it deems necessary to insure the continued interest and welfare of the members of the Association.

b.Fill all vacancies caused by death, resignation, disability or otherwise.

c.Set the time, place and date of the annual convention.

d.Elect such officers as are required by these Bylaws.

e.Delegate to the Executive Committee those responsibilities and powers as it deems appropriate and desirable.

f.Appoint to the Board of Directors such honorary or ex-officio members as it may desire.Such appointed positions shall not be counted in determining the size or quorum of the Board of Directors.

g.Approve the annual budget, with or without amendment, as recommended by the Finance Committee and the Executive Committee.

Sec. 4.There shall be regular meetings of the Board of Directors at the annual convention, and special meetings of the Board of Directors may be called by the President or by written request of five or more members of the Board.

Sec. 5.Notice of a meeting of the Board of Directors shall be mailed or electronically communicated at least ten (10) days in advance of the meeting.

ARTICLE VIII

Committees

Sec. 1.The President shall appoint a Nominating Committee of five (5) members.It shall be the duty of the Nominating Committee to nominate candidates for each vacancy on the Board of Directors and for the Executive Committee.The Nominating Committee shall report its nominations for Board of Directors to the members at the annual session of the Association.Its nominations for members of the Executive Committee shall be made to the Board of Directors after the election of directors.The Nominating Committee shall also be guided by the following aspirational goals:

a.Consideration shall be given to each state having approximately the same number of Directors as the ratio of its members bears to the total Association membership.

b.Candidates should have demonstrated their commitment to association service, be recognized for their leadership qualifications and be willing to devote the necessary time to carry out the duties of a Director.

Sec. 2.There shall be a Legislative Committee of such size as deemed necessary by the President.

Sec. 3.The President shall have the power to appoint any additional committees as he deems appropriate, to be ratified by the Board of Directors.The President shall appoint members of the Board of Directors to act as members of any committee in the absence of any committee members.

ARTICLE IX

Indemnification and Insurance

The Association shall indemnify and hold harmless its officers, directors, committee members and staff who act in good faith in the performance of their Association duties against all expenses and liabilities, including attorney fees, imposed on them in connection with a proceeding in which they may be made a party or in which they may be involved.In lieu of the Association indemnifying its officers, directors, committee members and staff, it may purchase an appropriate policy of liability insurance, in which case the responsibility for indemnification shall be limited and restricted to the coverage afforded by such insurance.

ARTICLE X

Amendments

The Bylaws of this Association may be amended at any regular business meeting by two-thirds of the votes cast providing written notice has been given the membership prior to such meetings.